Common use of Representations, Warranties and Covenants of Assignee Clause in Contracts

Representations, Warranties and Covenants of Assignee. Assignee (a) represents and warrants to Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Agreement and to consummate the transactions contemplated hereby, (ii) it is not an Affiliate of a Lender, (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Agreement, the Person signing, executing and delivering this Agreement on behalf of the Assignee is a duly authorized signatory for the Assignee and is authorized to execute, sign and deliver this Agreement and (v) both before and after giving effect to this Agreement and the transactions contemplated hereby, it is Solvent and (b) appoints and authorizes the Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agent, any L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof and (g) to the extent required pursuant to Section 10.1(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate. The assignment fee of $3,500 required to be paid to the Agent under Section 9.9 of the Credit Agreement is hereby waived by the Agent.

Representations, Warranties and Covenants of Assignee. Assignee (a) represents and warrants to Assignor and the Agent Agents that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Agreement Assignment and to consummate the transactions contemplated hereby, (ii) it is not [not] an Affiliate or an Approved Fund of _______, a Lender, Lender and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Agreement, the Person signing, executing and delivering this Agreement Assignment on behalf of the Assignee Assignor is a duly an authorized signatory for the Assignee Assignor and is authorized to execute, sign and deliver this Agreement and (v) both before and after giving effect to this Agreement and the transactions contemplated hereby, it is Solvent and (b) appoints and authorizes the Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Agent, any L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock Equity Interests and agrees to use such information in accordance with Section 9.10 of the Credit Loan Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under the Loan Agreement and (gh) to the extent required pursuant to Section 10.1(f3.9(f) of the Credit Loan Agreement, attaches two completed originals of IRS Forms W-8ECI, W-8BEN, W-8BEN-E, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate. The assignment fee of $3,500 required to be paid to the Agent under Section 9.9 of the Credit Agreement is hereby waived by the Agent.​ ​ ​

Representations, Warranties and Covenants of Assignee. Assignee (a) represents and warrants to Assignor and the Agent Agents that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Agreement Assignment and to consummate the transactions contemplated hereby, (ii) it is not [not] an Affiliate or an Approved Fund of _______, a Lender, Lender and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Agreement, the Person signing, executing and delivering this Agreement Assignment on behalf of the Assignee Assignor is a duly an authorized signatory for the Assignee Assignor and is authorized to execute, sign and deliver this Agreement and (v) both before and after giving effect to this Agreement and the transactions contemplated hereby, it is Solvent and (b) appoints and authorizes the Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon any Agent, any L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof and (g) to the extent required pursuant to Section 10.1(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate. The assignment fee of $3,500 required to be paid to the Agent under Section 9.9 of the Credit Agreement is hereby waived by the Agent.receive

Representations, Warranties and Covenants of Assignee. Assignee (a) represents and warrants to Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Agreement Assignment and to consummate the transactions contemplated hereby, (ii) it is not [not] an Affiliate or an Approved Fund of [_______], a Lender, and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this AgreementAssignment via ClearPar® or any other electronic settlement system designated by the Agent, the Person signing, executing and delivering this Agreement Assignment on behalf of the Assignee Assignor is a duly authorized signatory an Authorized signer for the Assignee Assignor and is authorized to execute, sign and deliver this Agreement and (v) both before and after giving effect to this Agreement and the transactions contemplated herebyAssignment, it is Solvent and (b) appoints and authorizes the Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agent, any L/C Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 of the Credit Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Credit Agreement and (gh) to the extent required pursuant to Section 10.1(f) of the Credit Agreement, attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate. The assignment fee of $3,500 required to be paid to the Agent under Section 9.9 of the Credit Agreement is hereby waived by the Agent.

Representations, Warranties and Covenants of Assignee. Assignee (a) represents and warrants to Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Agreement Assignment and to consummate the transactions contemplated hereby, (ii) it is not [not] an Affiliate of or an Approved Fund of, a Lender, Lender and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this AgreementAssignment, the Person signing, executing and delivering this Agreement Assignment on behalf of the Assignee Assignor is a duly an authorized signatory for the Assignee Assignor and is authorized to execute, sign and deliver this Agreement and (v) both before and after giving effect to this Agreement and the transactions contemplated hereby, it is Solvent and Assignment (b) appoints and authorizes the Agent to take such action as administrative agent Agent on its behalf and to exercise such powers under the Loan Documents and the Intercreditor Agreement as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan DocumentsDocuments and the Intercreditor Agreement, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document and the Intercreditor Agreement independently and without reliance upon Agent, any L/C Issuer, the Agent or any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees thatconfirms that it has received, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock and agrees to use such information in accordance with Section 9.10 bound by the terms and provisions of the Credit Loan Documents and the Intercreditor Agreement, and (f) specifies as its applicable lending offices agrees that it does not have, and that it disclaims, any interest in that portion of Loan (including related Collateral and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof and (g) to the extent required pursuant to Section 10.1(f) of the Credit Agreementproceeds thereof), attaches two completed originals of Forms W-8ECI, W-8BEN, W-8IMY retained by Assignor or W-9 and, if applicable, a portfolio interest exemption certificate. The assignment fee of $3,500 required to be paid to the Agent under Section 9.9 of the Credit Agreement is hereby waived held by the Agentother Lenders.

Representations, Warranties and Covenants of Assignee. Assignee (a) represents and warrants to Assignor and the Agent that (i) it has full power and authority, and has taken all actions necessary for Assignee, to execute and deliver this Agreement Assignment and to consummate the transactions contemplated hereby, (ii) it is not [not] an Affiliate or an Approved Fund of _______, a Lender, Lender and (iii) it is sophisticated with respect to decisions to acquire assets of the type represented by the Assigned Interest assigned to it hereunder and either Assignee or the Person exercising discretion in making the decision for such assignment is experienced in acquiring assets of such type, (iv) by executing, signing and delivering this Agreement, the Person signing, executing and delivering this Agreement Assignment on behalf of the Assignee Assignor is a duly an authorized signatory for the Assignee Assignor and is authorized to execute, sign and deliver this Agreement and (v) both before and after giving effect to this Agreement and the transactions contemplated hereby, it is Solvent and (b) appoints and authorizes the Agent to take such action as administrative agent on its behalf and to exercise such powers under the Loan Documents as are delegated to the Agent by the terms thereof, together with such powers as are reasonably incidental thereto, (c) shall perform in accordance with their terms all obligations that, by the terms of the Loan Documents, are required to be performed by it as a Lender, (d) confirms it has received such documents and information as it has deemed appropriate to make its own credit analysis and decision to enter into this Agreement Assignment and shall continue to make its own credit decisions in taking or not taking any action under any Loan Document independently and without reliance upon Agent, any L/C LC Issuer, any Lender or any other Indemnitee and based on such documents and information as it shall deem appropriate at the time, (e) acknowledges and agrees that, as a Lender, it may receive material non-public information and confidential information concerning the Credit Parties and their Affiliates and their Stock Equity Interests and agrees to use such information in accordance with Section 9.10 of the Credit Loan Agreement, (f) specifies as its applicable lending offices (and addresses for notices) the offices at the addresses set forth beneath its name on the signature pages hereof hereof, (g) shall pay to the Agent an assignment fee in the amount of $3,500 to the extent such fee is required to be paid under Section 9.9 of the Loan Agreement and (gh) to the extent required pursuant to Section 10.1(f3.9(f) of the Credit Loan Agreement, attaches two completed originals of IRS Forms W-8ECI, W-8BEN, W-8BEN-E, W-8IMY or W-9 and, if applicable, a portfolio interest exemption certificate. The assignment fee of $3,500 required to be paid to the Agent under Section 9.9 of the Credit Agreement is hereby waived by the Agent.